Item
1.01 Entry Into a Material Definitive Agreement
On
May 10, 2023, Ensysce Biosciences, Inc. (the “Company” or “we”), announced the pricing
of a public offering of an aggregate of 1,800,876 shares (the “Shares”) of the Common Stock of the Company,
par value $0.0001 per share (the “Common Stock”, including pre-funded warrants in lieu thereof), Series A-1
warrants to purchase up to 1,800,876 shares of common stock and Series A-2 warrants to purchase up to 1,800,876 shares of common stock,
at a combined public offering price of $3.887 per share (or pre-funded warrant in lieu thereof) and accompanying warrants. The Series
A-1 warrants have an exercise price of $3.637 per share, are exercisable immediately upon issuance and expire five years from the date
of issuance, and the Series A-2 warrants have an exercise price of $3.637 per share, are exercisable immediately upon issuance and expire
eighteen months from the date of issuance.
Gross
proceeds from this offering are approximately $7.0 million before the deduction of placement agent fees and other offering expenses.
We currently intend to use the net proceeds from the offering for the further clinical development of our product candidates and for
working capital and other general corporate purposes.
H.C.
Wainwright & Co. acted as the exclusive placement agent for the offering.
The
Shares and related warrants are being offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-271480),
which was initially filed with the Securities and Exchange Commission (the “Commission”) on April 28, 2023
and was declared effective by the Commission on May 9, 2023 (the “Registration Statement”), and a related prospectus.
The Registration Statement also registers warrants to be issued to the placement agent to purchase 126,061
shares of Common Stock at a per share exercise
price of $4.8588, which
is 125% of the price of the Shares in the offering.
A
holder of a warrant issued in the offering will not have the right to exercise any portion of its warrants if the holder, together with
its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the
number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership
Limitation”); provided, however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease
the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.
In
connection with the offering of the Shares, we entered into a definitive Securities Purchase Agreement (the “Purchase Agreement”)
with certain institutional investors (the “Purchasers”). In the Purchase Agreement, we agreed not to issue,
enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or any securities convertible
into or exercisable or exchangeable for our common stock for a period of 90 days following the closing of the Offering.
The
closing of the Offering was subject
to satisfaction of customary closing conditions set forth in the Purchase Agreement and occurred
on May 12, 2023. The representations,
warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement.
In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the
Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may
be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is filed with this
report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual
information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change
after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
In
connection with the offering, the Company also has agreed to amend certain existing warrants to purchase up to an aggregate of 210,085
shares of the Company’s common stock that were previously issued in September 2021 through December 2022 to purchasers in the offering
at exercise prices ranging from $16.80 to $187.20 per share, such that effective upon the closing of the offering the amended warrants
will have a reduced exercise price of $3.637 per share, at an additional offering price of $0.125 per amended warrant.
The
description of terms and conditions of the form of Purchase Agreement and the forms of the warrants set forth herein do not purport to
be complete and are qualified in their entirety by the full text of the form of Purchase Agreement and the forms of those warrants, which
are attached hereto as Exhibits 10.1 and 4.1 through 4.4.